Nominating and Governance Committee Charter

Purpose of Committee

A Nominating and Corporate Governance Committee (the "Committee") shall be elected by the Board of Directors (the "Board") of Expeditors International of Washington, Inc. (the "Company") on a yearly basis at the first meeting of the Board following the annual meeting of the shareholders (1) to assist the Board by identifying individuals qualified to become Board members, and to recommend to the Board the director nominees for the election to be held at the next annual meeting of shareholders; (2) to assist the Board in the event of any vacancy on the Board or any Board committee by identifying individuals qualified to become members, and to recommend to the Board qualified individuals to fill any such vacancy; (3) to recommend to the Board, on an annual basis, director nominees for each Board committee; and (4) to provide a leadership role with respect to corporate governance of the Company.

Committee Membership

The Committee shall consist of no fewer than three members, each of whom shall be a director of the Company. Each member of the Committee shall meet the listing standards of the NASDAQ stock market relating to independence and any other applicable legal requirements. Members shall be appointed and removed by action of the Board. A majority of the members of the Committee shall constitute a quorum.

Meetings

The Committee will hold at least one (1) regular meeting per year and additional meetings as the Committee deems appropriate. Meetings may be called by the Chairperson of the Committee or the Chairman of the Board.

Committee Duties and Responsibilities

1. The Committee shall have the responsibility to develop and recommend to the Board, from time to time, criteria for the selection of new directors. The Committee shall apply such criteria in connection with the identification of individuals to be Board members, as well as to apply the standards for independence imposed by the Company's listing agreement with the NASDAQ stock market and all applicable federal laws and the underlying purpose and intent thereof in connection with such identification process.
2. When vacancies occur or otherwise at the direction of the Board, the Committee shall actively seek individuals whom the Committee determines meet such criteria and standards for recommendation to the Board.
3. The Committee shall have the authority to retain and terminate a search firm to be used to identify director candidates if such action shall be in the best interests of the Company and shall have authority to approve the search firm's fees and other retention terms, at the Company's expense.
4. The Committee shall recommend to the Board, on an annual basis no later than February 15th of each year, nominees for election as directors for the next annual meeting of shareholders.
5. Before recommending an incumbent, replacement or additional director, the Committee shall review his or her qualifications, including capability, availability to serve, conflicts of interest, and other relevant factors.
6. The Committee shall recommend to the Board the nominees for appointment to committees of the Board in time for action at the first Board meeting following the annual meeting.
7. The Committee may form and delegate authority to subcommittees or an individual committee member when appropriate.
8. The Committee, and each member in his or her capacities as such, shall be entitled to rely, in good faith, on information, opinions, reports or statements, or other information prepared or presented to them by (i) officers and other employees of the Company, whom such member believes to be reliable and competent in the matters presented, (ii) counsel, public accountants or other persons as to matters which the member believes to be within the professional competence of such person.
9. The Committee shall periodically consider on no less than an annual basis, and report to the Board on general corporate governance matters.
10. The Committee shall consider promptly whether to fill the office of a nominee failing to receive a majority vote in an uncontested election and make a recommendation to the Board about filling the office. Except as provided in Article IV of the Company's bylaws, no director who failed to receive a majority vote for election shall participate in the Committee recommendation about filling his or her office.